Exhibit 99.4
LETTER TO BENEFICIAL HOLDERS REGARDING THE OFFER TO EXCHANGE
UNREGISTERED 9 1/2% SENIOR SECURED NOTES DUE 2010
FOR
9 1/2% SENIOR SECURED NOTES DUE 2010
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OF
THE MAJESTIC STAR CASINO, LLC
AND
THE MAJESTIC STAR CASINO CAPITAL CORP.
PURSUANT TO THE PROSPECTUS DATED , 2004
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2004, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME
TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE EXPIRATION DATE.
, 2004
To Our Clients:
Enclosed for your consideration is a Prospectus, dated , 2004, of
The Majestic Star Casino, LLC, an Indiana limited liability company, and The
Majestic Star Casino Capital Corp., an Indiana corporation (collectively, the
"Issuers"), and a related Letter of Transmittal (which together constitute the
"Exchange Offer") relating to the offer by the Issuers to exchange any and all
of the Issuers' outstanding unregistered 9 1/2% Senior Secured Notes due 2010
(the "Unregistered Notes") for $260,000,000 principal amount of the Issuer's
9 1/2% Senior Secured Notes due 2010 (the "Registered Notes") that have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
upon the terms and subject to the conditions set forth in the Prospectus and the
Letter of Transmittal. The Prospectus and Letter of Transmittal more fully
describe the Exchange Offer. Capitalized terms used but not defined herein have
the meanings given to them in the Prospectus.
These materials are being forwarded to you as the beneficial owner of
Unregistered Notes carried by us for your account or benefit but not registered
in your name. A TENDER OF ANY UNREGISTERED NOTES MAY BE MADE ONLY BY US AS THE
REGISTERED HOLDER AND PURSUANT TO YOUR INSTRUCTIONS. Therefore, the Issuers urge
beneficial owners of Unregistered Notes registered in the name of a broker,
dealer, commercial bank, trust company or other nominee to contact such
registered holder promptly if they wish to tender Unregistered Notes in the
Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender
any or all of your Unregistered Notes, pursuant to the terms and conditions set
forth in the Prospectus and Letter of Transmittal. We urge you to read carefully
the Prospectus and Letter of Transmittal before instructing us to tender your
Unregistered Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Unregistered Notes on your behalf in accordance
with the provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON , 2004, UNLESS EXTENDED BY THE
ISSUERS. Unregistered Notes tendered pursuant to the Exchange Offer may be
withdrawn, subject to the procedures described in the Prospectus, at any time
prior to the Expiration Date.
If you wish to have us tender any or all of your Unregistered Notes held by
us for your account or benefit, please so instruct us by completing, executing
and returning to us the instruction form that appears below. THE ACCOMPANYING
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL PURPOSES ONLY AND
MAY NOT BE USED BY YOU TO TENDER UNREGISTERED NOTES HELD BY US AND REGISTERED IN
OUR NAME FOR YOUR ACCOUNT OR BENEFIT.
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INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF 9 1/2% SENIOR SECURED NOTES DUE 2010
OF THE MAJESTIC STAR CASINO, LLC
AND THE MAJESTIC STAR CASINO CAPITAL CORP.
The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein including the prospectus dated , 2004
(the "Prospectus") relating to the Exchange Offer of The Majestic Star Casino,
LLC and The Majestic Star Casino Capital Corp. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Prospectus.
This will instruct you to tender the principal amount of Unregistered Notes
indicated below held by you for the account or benefit of the undersigned,
pursuant to the terms of and conditions set forth in the Prospectus and the
Letter of Transmittal.
The aggregate face amount of the Unregistered Notes held by you for the
account of the undersigned is (fill in amount):
$ of the Unregistered Notes.
With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):
[ ] To TENDER the following Unregistered Notes held by you for the
account of the undersigned (insert principal amount of Unregistered Notes
to be tendered, if any):
$ of the Unregistered Notes.
[ ] NOT to TENDER any Unregistered Notes held by you for the account
of the undersigned.
If the undersigned instructs you to tender the Unregistered Notes held by
you for the account of the undersigned, it is understood that you are authorized
(a) to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner of the Unregistered Notes, including, but not limited to, the
representations that (i) the undersigned's principal residence is in the state
of (fill in state) ; (ii) the undersigned is acquiring the
Registered Notes in the ordinary course of business of the undersigned; (iii)
the undersigned is not participating, does not intend to participate, and has no
arrangement or understanding with any person to participate, in the distribution
of Registered Notes; (iv) the undersigned acknowledges that any person who is a
broker-dealer registered under the Exchange Act or is participating in the
Exchange Offer for the purpose of distributing the Registered Notes must comply
with the registration and prospectus delivery requirements of Section 10 of the
Securities Act in connection with a secondary resale transaction of the
Registered Notes acquired by such person and cannot rely on the position of the
Staff of the Securities and Exchange Commission (the "Commission") set forth in
certain no action letters (See the section of the Prospectus entitled "The
Exchange Offer -- Purpose and Effect"); (v) the undersigned understands that a
secondary resale transaction described in clause (iv) above and any resales of
Registered Notes obtained by the undersigned in exchange for the Unregistered
Notes acquired by the undersigned directly from the Issuers should be covered by
an effective registration statement containing the selling securityholder
information required by Item 507 or Item 508, if applicable, of Regulation S-K
of the Commission, (vi) the undersigned is not an "affiliate," as defined in
Rule 405 under the Securities Act, of the Issuers, and (vii) if the undersigned
is a broker-dealer that will receive Registered Notes for its own account in
exchange for Unregistered Notes that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus meeting the requirements of Section 10 of the Securities Act in
connection with any resale of such Registered Notes; however, by so
acknowledging and by delivering such prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act; (b) to agree, on behalf of the undersigned, as set forth in the Letter of
Transmittal; and (c) to take such other action as necessary under the Prospectus
or the Letter of Transmittal to effect the valid tender of Unregistered Notes.
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The purchaser status of the undersigned is (check the box that applies):
[ ] A "Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act)
[ ] An "Institutional Accredited Investor" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act)
[ ] A non "U.S. person" (as defined in Regulation S of the Securities Act)
that purchased the Old Notes outside the United States in accordance
with Rule 904 of the Securities Act
[ ] Other (describe)
SIGN HERE
Name of Beneficial Owner(s):
Signature(s):
Name(s) (please print):
Address:
Principal place of business (if different from address listed above):
Telephone Number(s):
Taxpayer Identification or Social Security Number(s):
Date:
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